CNBC Contributor: Time Warner Board Justified In Fighting Hostile Takeover By Murdoch Family

CNBC panelist Jeffrey Sonnenfeld suggested that 21st Century Fox's effort to acquire Time Warner is driven by a nepotistic desire to provide Rupert Murdoch's "poor performing" sons with pieces of the family business and highlighted News Corp.'s phone hacking scandal as an example of the Murdoch family's questionable management record.

Time Warner's board of directors took measures to prevent a hostile takeover by Rupert Murdoch's 21st Century Fox by "eliminating a provision in its bylaws that let shareholders call special meetings" -- a move that would prevent shareholders from forcing a vote on the takeover until June 2015.

Panelists on the July 22 edition of Squawk Box suggested Fox's offer undervalues Time Warner. Sonnenfeld, also a dean at the Yale School of Management, went on to say the takeover effort was part of the Murdoch family's plan to "deal with potential succession" by acquiring large businesses to hand over to Murdoch's sons, James Murdoch and Lachlan Murdoch. But Sonnenfeld described the sons as "poor performing" managers, saying in particular that James Murdoch had been tainted by the phone hacking scandal at News Corp.

SONNENFELD: This is basically a deal for Rupert to eventually -- an 83-year-old guy who's run the company for 62 years -- to try to deal with these perpetual succession questions by giving, you know, Lachlan, one son one piece of the business -- one, you know, poor-performing son -- the other poor-performing son, James, another piece of the business in the News Corp.-21st Century Fox split here. But all this [unintelligible] --

ANDREW ROSS SORKIN (host): So you are not a fan of the Murdoch family, it sounds like.

SONNENFELD: Well, they've not distinguished themselves as leaders. You know, Lachlan had a temper tantrum and left a couple years ago and just came back in this spring with this deal for News Corp. liberation of sorts. And then the 21st Century Fox, we have James, who certainly has soiled himself in the whole scandal -- the phone hacking and all the rest in the U.K. And at minimum, a failure of management oversight is awful. Even Fox's shareholders were pretty upset with him.

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